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EXHIBIT 10 (f)
MATERIAL CONTRACTS
SEVERANCE AGREEMENT BETWEEN THE COMPANY AND XXXXX X. XXXXXX
April 15, 1997
Xxx. Xxxxx X. Xxxxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Dear Taryn:
PharmaKinetics Laboratories, Inc. is pleased to provide to you
this severance agreement in consideration of the services you
render to the Company from and after the date of this Agreement,
which the Board of Directors believes are important to the future
growth and prosperity of the Company.
The terms of the agreement follow:
If you are terminated other than for "Just Cause" -
hereinafter defined - at any time during a two (2) year period
after a "Significant Transaction" or a "Change of Board
Composition" - each, hereinafter defined - you will be entitled
to a continuance of your annual base salary for twelve (12)
months from the date of termination. You will also be granted
immediate and accelerated vesting of all stock options (ISOs,
NQSOs, and performance shares). In the event you wish to defer
the exercise of these options beyond the statutory three (3)
month period you will have the ability at your sole discretion to
extend the exercise period for no more than thirty-six (36)
months from the date of termination. It is mutually agreed and
understood that the consequences of an extension beyond the three
(3) month period carries ramifications regarding the tax
treatment of the option and the status of the stock provided to
you upon exercise (i.e. if the exercise takes place beyond the
three (3) month period the options are no longer ISOs, the stock
may be unregistered and its sale may be subject to restrictions).
Nothing in this agreement shall be deemed to alter the "at will"
nature of your employment by the Company.
"Just Cause" to be defined as a good faith determination by
the Company's Board of personal dishonesty, breach of fiduciary
duty involving personal profit, willful failure to perform stated
duties, willful violation of any law rule or regulation (other
than traffic violation or similar offenses).
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"Significant Transaction" is defined as any of: (a) the
sale of a block of stock representing greater than 50% or more of
the combined voting power of the Company's then outstanding
securities; (b) upon the first purchase of the Company's common
stock pursuant to a tender or exchange offer; and (c) upon the
approval by the Company's shareholders of (i) a merger with or
into another corporation, (ii) a sale or disposition of all or
substantially all of the Company's assets or (iii) a plan of
liquidation or dissolution of the Company.
"Change of Board Composition" means any change in the
composition of the Board of Directors of the Company in
connection with any transaction in which stock of the Company is
sold by the Company, such that a majority of the non-employee
directors of the Company at the time of the stock sale
transaction no longer constitute a majority.
I am pleased we have been able to work this out to everyone's
satisfaction. If the foregoing is acceptable to you, please sign
below and return this agreement to me.
Sincerely,
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chairman
Compensation Committee
cc: Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxx
Accepted and agreed this 22nd day of April 1997.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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